Powerpuff Fillies
by Phantom Fan 21
Summary: Sugar, Spice, and everything nice. These were the ingredients chosen to create the perfect little brew. But Zecora accidentally added extra ingredients to the concoction: Three young fillies! Thus the Powerpuff Fillies were born! Using their ultra super powers, Apple Bloom, Sweetie Belle, and Scootaloo have dedicated their lives to fighting crime and the forces of evil!
1. The Powerpuff Fillies are born!

"So, we're going to Zecora's to see if she has any new ideas for getting our Cutie Marks?" Sweetie Belle asked Apple Bloom as they walked into the Everfree Forest.

"Yeah! I really hope she can help us." Apple Bloom answered.

"Well, when will we get there?" Scootaloo asked.

"As soon as we pass the poison joke." Apple Bloom said knowing that her friends never been to Zecora's.

They soon reached the field of the poison joke and Apple Bloom helped her friends get through without touching them and soon reached Zecora's hut. They opened the door and walked in to see Zecora mixing something in her pot.

"Hm, sugar, spice, and everything nice. I must make sure I get this right." She said, adding the items.

"Hi Zecora! What ya doing?" Apple Bloom asked.

"Oh Apple Bloom my dear, what brings you here?" Zecora asked when she turned to face her and her friends.

"Well, we were going to see if there was anything we can do to get our Cutie Marks, but now we are wondering what you're making." Sweetie answered.

"Oh Zecora, these are my friends, Sweetie Belle and Scootaloo." Apple Bloom quickly told her.

"Welcome my dears, it is nice to have some friends here." She said.

"So what are you making?" Scootaloo asked.

"Ah yes, it's a new brew I'm trying, but it not easy, and I almost feel like crying." She answered.

"What is it made of?" Apple Bloom asked and Zecora handed her the paper.

The other two joined her and read it.

"Sugar?" Sweetie Belle asked.

"Spice?" Scootaloo added.

"And everything nice?" Apple Bloom finished.

"Indeed it strange, But it need to be right as rain." Zecora said.

Apple Bloom looked around and saw that Zecora has some new potions. She saw a small black jar with a big X on it.

"Hey Zecora, what's that?" Apple Bloom asked pointing to it.

"It's a potion that I made in my younger time, but I do not remember what it does... please don't climb!" Zecora started to say, only to seeing the CMC climb up to get it.

"It's ok Zecora." Sweetie Belle said as she got on Scootaloo's back.

"We just going to get it for you." Apple Bloom added, getting on Sweetie Belle's back.

"Why am I at the bottom?" Scootaloo asked as Apple Bloom grabbed the potion.

Due to the extra weight, Scootaloo tried to keep still, but her hoof stepped on a fallen potion and it shot out from under her. She tried to regain her footing, but Sweetie Belle and Apple Bloom started to swing around as she tried. Then all three of them, and the potion, suddenly fell into the brew! Zecora rushed over and looked inside, hoping to find that the three popped back up. She backed away when it start boiling. She was completely shocked as it started to glow and explode! Zecora was knocked back and hit the wall and slid to the ground.

Zecora rubbed her head and opened her eyes. She jumped up in shock and slowly made her way back to the pot. She saw three fillies laying on the ground. The first filly was pink with an orange mane and tail with a big red bow on its mane. The second was light blue with a yellow mane and tail and the third was green with a black mane and tail. She could also see that they were an earth pony, unicorn, and pegasus. She jumped back as the pink one groaned.

"What happened?" The pink pony asked.

"I don't know." The light blue pony said.

"Feels like my head was hit with tons of rocks." The green pony added, rubbing her head.

"Apple Bloom, Sweetie Belle, Scootaloo?" Zecora asked them.

"Yeah Zecora?" Apple Bloom asked, looking at her.

Zecora could now see that their eyes were the same colors as their fur coats and was trying to figure out what just happened to them.

"What's wrong Zecora?" Sweetie Belle asked her.

"It is better to show you." Zecora said as she grabbed a mirror.

The CMC looked at the mirror and saw their new colors.

"What the hay?!" Scootaloo shouted.

"What happen to our colors?" Sweetie Belle ask.

"I don't know, the last thing I remember is falling into Zecora's brew and..." Apple Bloom trailed off as she looked at the empty potion bottle that lay next to her hoof.

"Could this potion be the case of this?" She asked out loud.

Zecora took it and looked at her brew.

"Sugar, spice and everything nice." She said thinking.

"Hey check this out!" Scootaloo called out.

All eyes turned to her as it shown she was now flying!

"This so sweet! I can fly now!" Scootaloo cheered as she flew around leaving a green blur behind her.

"What? Hey! I'm flying too!" Sweetie called out and everypony turned towards her.

Sure enough she was flying and was even leaving a light blue blur behind her.

Scootaloo was shocked at Sweetie Belle flying, but was more shocked when Apple Bloom suddenly started floating.

"Huh? Ah can do it too?" She asked in surprise.

"No fair! Why can you girls fly? You don't have wings!" Scootaloo shouted.

"Not sure why we can. Zecora, do you know why?" Apple Bloom said then asked the zebra.

Zecora kept looking at the potion and turned to see the three flying. She decided she has to check something out.

"Girls, follow me outside. There's something that I need to try." She said.

The three shrug, landed, and followed Zecora outside.

* * *

After a few minutes, it was discovered that the potion and the ingredients used gave each of them super powers. They already knew they can fly like Pegasi, they discovered that they can pick up huge things like an earth pony, and even discovered they can hear a cricket from the other end of the forest. There were other powers that they shared, but was told not to use them after some incidents happening. After looking over what the three did, Zecora was finally ready to get them back to normal.

"Girls, it is ready." She called out and all three ran up to her.

They slid to a stop, kicking up dirt and covering Zecora in it.

"Oops! Sorry Zecora!" They said.

Zecora got up and handed them three bowls with grey liquid in it.

"Drink this and you three will turn to normal." She told them.

"But what about our powers?" Sweetie asked.

"I'm afraid it's unsafe to have them, they might get band. For no one will understand." She said.

"The three looked at each other and sighed. It was good having powers. They were far stronger than any other ponies, they could all fly, they can doing many tricks, but now it was time for them to go. They lowered their heads and grabbed the bowls with their teeth. They tipped it up and drank it. Soon their fur coats, manes, tails and eyes were back to normal. And just in time too, Rarity, Applejack and Rainbow Dash suddenly walked out of some nearby bushes, just seconds away from seeing the new color fade from their sisters/fan.

"There ya are, Apple Bloom! I was wondern' what was takin' ya so long." Applejack said.

"Sorry Applejack, I got so busy with Zecora I lost track of time." Apple Bloom said truthfully.

She was just learning about her new powers and just had them removed. She knew Applejack wouldn't believe her if she told her.

"I take you got busy to Sweetie Belle?" Rarity asked.

"Yeah, we were trying to see if Zecora had any ideas for cutie marks and we end up eating her new brew." Sweetie said, not saying they fell in the brew.

"How was it?" Rainbow asked.

"I still have the taste in my mouth. It was a little strong, but it was ok." Scootaloo said.

"Well, thanks fer watchin' our sisters Zecora." Applejack said.

"You are most welcome." She said.

"Come on Apple Bloom, let's go home." Applejack said, taking her sister.

"You to Sweetie Belle." Rarity said, taking her sister as well.

"Come on squirt, let's head back." Rainbow said, taking Scootaloo with her.

Zecora reached down and grabbed the bowls, but saw that their bowls were only half empty. She knew she couldn't call them back and sighed. She just hoped that it was enough to make them normal.

* * *

 **The next day...**

The CMC sat at their desks as Miss Cheerilee started to teach her class. Apple Bloom just sat still thinking about her powers she just removed. Or at least she thought she did. When she woke up in the morning she saw that her eyes were pink, before they returned to normal. She was gonna pass it up as a trick of the light, but when she met up with her friends, they too had their eyes changed and turned back to normal. They wondered if Zecora's potion really removed their powers. They had time to talk about it after class.

Just as Cheerilee finished the lesson, the whole school shook! Most fillies and colts ducked under their desks while others grabbed theirs. The CMC looked around before Sweetie Belle looked outside and saw something that made her shout.

"WHAT IS THAT?"

Everypony looked out the window and saw what looked like an Ursa Major, but it didn't have its night like glow. In fact it appeared to have a dark red glow and fire coming out of it mouth. Everypony was frightened to see this creature.

"What is that indeed?" Scootaloo asked.

Apple Bloom snack away from the group, but Sweetie and Scootaloo saw her and followed. They found Apple Bloom behind the school trying to do...something.

"Come on! If my eyes turn pink, then Ah must still have my powers." She said shutting her eyes.

"Apple Bloom? What are ya doing?" Scootaloo asked.

"Trying to call mah powers. I get the feeling Zecora didn't remove them." She answered turning to them.

"But what if it was a once time thing?" Sweetie Belle asked.

"Ah don't know if it is, but I'm goin' ta keep trying until Ah figure it out." Apple Bloom said, going back to trying to summoning her powers.

After a few seconds, some words appeared in Apple Bloom's head.

Powerpuff Fillies to the rescue!

"Powerpuff Fillies to the Rescue?" Apple Bloom asked in confusion.

 **Hyper Blossom-Powerpuff Girl Z Music**

Then Apple Bloom was covered in a pink light. Inside the light, her eyes turned pink as her fur coat was turned pink from her hooves to her head. Her mane and tail turned orange as her bow turned darker red. Apple Bloom smiled before posing.

"Blossom!" She said.

Sweetie Belle and Scootaloo were surprised to see Apple Bloom transform and Apple Bloom looked over herself.

"Wow! Ah'm pink again and Ah got my powers back too!" She said as she floated in the air.

"How did you do that?" Sweetie Belle asked.

"All Ah said was 'Powerpuff Fillies to the Rescue'." She answered.

"Powerpuff Fillies to the Rescue?" Sweetie said and then she was covered in a light blue light.

 **Rolling Bubbles-Powerpuff Girls Z Music**

Inside the light, her eyes turned light blue as her fur coat was turned light blue from her hooves to her head. Her mane and tail turned yellow. Sweetie Belle made a cute smile before posing.

"Bubbles!" She said.

Scootaloo was way too shocked to see both of her friends transform. She was also upset they can fly without wings. She watched them for a second before saying the words herself.

"Powerpuff Fillies to the Rescue!" and she was covered in a green light.

 **Powered Buttercup-Powerpuff Girls Z Music**

Inside the light, her eyes turned green as her fur coat was turned green from her hooves to her head. Her mane and tail turned black. Scootaloo smirked before posing.

"Buttercup!" She said.

"Ok, what's with the names?" Scootaloo asked as she flew up to them.

"Not sure." Sweetie Belle answered.

"It might be possible they are our cover names. Ah mean, it does sound odd if I and Sweetie use our real names and being able to fly without wings." Apple Bloom said.

"Ok, but what about me?" Scootaloo asked.

Before Apple Bloom could come up with an answer, a loud roar reminded them why they call their powers.

"We can figure this out later, let's go girls!" Apple Bloom said and they flew to the creature.

* * *

Twilight was shocked to see a creature like this. It looked like an Ursa Major, but dark red and fire in its mouth. Lucky she and her friends was able to clear out Ponyville before anyone was hurt. Twilight looked at the creature trying to figure out what it wants and why it was attacking Ponyville. Applejack stood next to her and asked if she finally asked the question on everypony's mind.

"Any idea what that is Twi?"

"No, it looks like an Ursa Major, but at the same time it's not." Twilight explained.

"So why are we standing here? Let's get it!" Rainbow said and was about to fly after it.

"Rainbow wait." Twilight said as she flew in front of her, "I don't think that is a good idea! Besides, I'm still waiting for the Princesses reply. I was hoping they have something that can help."

"Fine, they got five minutes before I do my thing." Rainbow said, hate waiting.

They both landed back to the others and turned to see the creature walking towards them.

"Uh, Twilight it's coming this way, what do we do?" Rarity asked.

"Um...panic?" Fluttershy answered instead.

"Normally I would say that's your answer for everything, but this time it might be a good choice!" Rainbow said getting ready.

Before it could get closer, three blurs slammed into it, knocking it on its back. The blurs soon turned into three fillies. Twilight was shocked to see that two of the fillies where an earth pony and unicorn. She was shock that they were floated without wings or magic.

The earth pony turned to the Pegasus and said, "Buttercup, see if you can keep that thing away. Bubbles, make sure everypony is out of town. We need to make sure no pony is left behind!"

The other two nodded and flew off. The earth pony flew down near Twilight and looked over her.

"Hey! Just who are you?!" Rainbow Dash asked, getting ready for a fight.

"My name's Blossom. I'm just making sure you are ok." The earth pony said.

"How are you able to fly?" Twilight asked stunned.

"It's a long story." Blossom said.

"Hey, leader girl! I could use a hoof here!" The Pegasus shouted.

"Be right there Buttercup!" Blossom said and turned back to the Mane Six.

"I have to go. I don't know where that monster came from, but we can't let it destroy Ponyville." Blossom said.

Blossom flew off in a pink blur as the light blue blur joined her. Together they started to help the green Pegasus as Twilight just watched.

"Twi, you ok?" Applejack asked.

"An earth pony, flying? How, when, what..." Twilight stud.

"Twilight, snap out of it!" Rainbow said, shaking her.

Twilight just stared at the three before Rainbow did something no one thought she'll do. She slapped Twilight across her face! It was just enough to snap Twilight out of it, but left her very angry.

"Rainbow Dash! What was that for?!" She shouted.

"Rainbow..." Fluttershy said scared.

"Sorry Twilight, but it was the only way to snap you out of it." Rainbow said.

Twilight took a deep breath and looked at Rainbow.

"Sorry Rainbow Dash, but seeing an earth pony and unicorn flying with no wings just... shocks me too much." She said.

"Well, Ah get that, but that filly sure did look like Apple Bloom for a second there." Applejack said as they looked back at the three fillies.

* * *

Apple Bloom and Sweetie Belle caught up to Scootaloo who was dodging the strange bear claws. Scootaloo dived in to punch its face when it breathe and shot out fire, covering her.

"SCOOTALOO!" Her friends shouted.

When the flames died, Scootaloo was ok, she was just black. Scootaloo shook herself and the black came off her.

"How about that? I'm fire poof!" Scootaloo said.

Apple Bloom and Sweetie Belle flew up to her surprise she was alright.

"So now what?" Scootaloo asked.

"We have to get rid of this thing. All I can say is knock this creature and take it somewhere far away from here." Apple Bloom said, snapping out of her surprise.

"But how?" Sweetie asked.

"Simple, beat it up!" Scootaloo answered.

"Wait girls, we better plan this carefully. If we pull the wrong move, we could end up destroying Ponyville ourselves." Apple Bloom warned them.

"Ok, then let's take this monster down!" Scootaloo said and all three charged at it.

The Monster tried to hit them with its claws, but they moved way to fast to hit them. Scootaloo was able to land a punch at the side of it cheek making its head turn. Sweetie uppercut the monster, making it throw its head in the air. Apple Bloom then slammed into the chest, fully knocking it out since it lost its breath. Ponies all around cheered for them when they returned. Many asked who they were and where they came from.

"Please everypony! One at a time!" Scootaloo said.

"My name is Blossom and these are Bubbles and Buttercup. We are known as the Powerpuff Fillies. As for where we are from, we don't remember, the last thing we do remember is waking up in the Everfree Forest. But that doesn't mean we are monsters. I know some of you are confused about how I and Bubbles can fly without wings or using unicorn magic. That something else we don't know. But for now we are going to take this...whatever it is...far from Ponyville." Apple Bloom told them making up a story.

Before more questions could be asked, the three picked up the monster and flew off, surprising the ponies that didn't believe that an earth pony and unicorn can fly. The Mane Six watched them as they noticed that Blossom indeed looked like Apple Bloom, Bubbles looked like Sweetie Belle and Buttercup look like Scootaloo.

Not far from the crowd, Discord sat on the roof looking very happy.

"Well, it appears that I have some new friends to play with. Hm, I wonder what game I can play with them. I better head home and plan it out." He said and snapped his fingers, showing his way of teleporting.

What was going on in his mind? Well you have to read the next chapter my fellow readers, because the day is saved! Thanks to...the POWERPUFF FILLIES!

* * *

 **Phantom Fan 21:** That my first chapter. I will say a few things, one doing Zecora lines is hard for me. I'm not good at rhyming. Two, I gave the CMC the PPG names because I want to them to be the type of heroes that have a secret identity. Three, later down the road I will have the Rowdyruff Colts (Rowdyruff Boys) and Powerpunk Fillies (Powerpunk Girls). Four, there will be the villains from the show that the CMC will fight as well as new villains. And five, this take place after season four, but before season five.


	2. Discord's Game

It been a week since the Powerpuff Fillies save Ponyville and the CMC discover how to change back to normal.. After dropping off the monster in a far away place, they return home and try to change back. They found out just by saying their real names, their colors went back to normal. Agreeing to only use their powers to fight monster and any villains their sisters/idol met before. However the news about the Powerpuff Fillies spread like wildfire. There were many ponies that wanted to know who and what the Powerpuff Fillies were and there was many other fillies and colts painting themselves as their favorite Filly. The Mayor even decide to throw a thank you from the whole village. When the news reach the CMC ears, they decide to show as the Powerpuff Fillies. They enter their clubhouse and got ready to transform.

"You sure about this, Apple Bloom?", Sweetie Belle asked, "I mean, what if they figure out we're the Powerpuff Fillies?"

"Well, I admit that a problem, What if your sisters figure it out that it us?" Scootaloo agree.

"Well, do you remember the time we had the Mare-Do-Well?", Apple Bloom asked and they nodded, "Well, let be like her. Mysterious."

"Sounds like a plan!" Scootaloo said.

"I don't know...I feel bad about lying." Sweetie said.

Both of them knew that as well. But they believe what Zecora told them. No one will understand if three young fillies can become super heroes. Non-less they had to do it.

"Come on girls, We don't want to be late." Apple Bloom said and all three of them stand next to each other.

"POWERPUFF FILLIES TO THE RESCUE!" They shouted as the whole clubhouse was cover in a pink, light blue, and green lights.

* * *

The Mane Six sat just outside of the new castle as the Mayor spoke to the crowd. Twilight had spend all night trying to figure how two of the fillies can fly without wings or magic. She barely got any sleep last night and was dozing off a few times.

"Told ya she stay up all night again." Spike said to the others.

"Twilight, maybe you should get some rest." Rarity told her as Twilight jolt awake.

"No, no. I'm awake. I want to see those fillies again." She said quickly.

"Twi, you look tired as Rainbow Dash when she doesn't take her naps." Applejack said.

"I don't get that tired." Rainbow complained.

The Mayor finish talking as the familiar blurs zoom across the sky. Everypony cheer loudly as the Mayor smile.

"And now Mares and Gentle-colts, I give you, the Powerpuff Fillies!" She said as the three bust out of the wall paper that was set up.

The Mane Six watch as the three fillies wave to the crowd and the crowd cheer louder.

"On behalf of Ponyville, Girls, I want to thank you for save our home a week ago." Mayor Mare said.

"Any time, fellow citizen. We spend the whole week getting to know this village better. For those who don't know, I'm Blossom, the Commander and the Leader." Blossom said.

"I'm Bubbles, The Joy and the Laughter." Bubbles cheer.

"And I'm Buttercup, The Toughest Fighter!" Buttercup said.

"Together we are...The Powerpuff Fillies!" They said in unison.

The crowd again as the Mane six watch. Twilight was about to doze off again, until Rainbow tap her shoulder.

"I'M AWAKE!" She shouted really loud.

Everypony turn to her with confuse looks. Twilight blush at her mistake.

"My, my Twilight, you really need to get some sleep." A familiar voice fill the air.

Everypony watch as Discord appear near the Powerpuff Fillies who was surprise to see the former villain.

"Discord? What are you doing...I mean if that ok." Fluttershy asked meekly.

"Now don't worry my dear Fluttershy. I was hoping that the Powerpuff Fillies was up a for a little game I made for them." Discord explain.

"Game?" Blossom asked.

"Yes, I have set up riddles around Ponyville and all you need to do is save them." He said.

"Ok, what kind of Riddles?" Bubbles asked.

"Here your first one, What's big and yellow with sixty-five eyes, traveling the village to meet its demise?" Discord told them.

"Oh, I almost forgot, there a time limit to each riddle. For this one you have two minutes to solve." He added.

The three started to think, wondering what was up too.

The three turn to each other and started to whisper.

"What do we do?" Sweetie asked.

"We got to figure this out fast." Scootaloo said.

"If only there was some kind of clue we can use." Apple Bloom said thinking.

Then all of a sudden a huge yellow monster with many eyes walk pass them and all ponies just stare in shock before the girls flew after it.

They quickly stop it as the monster didn't put up much of a fight. When it fell, Apple Bloom and Scootaloo gave each a hive hoof as Sweetie counted the eyes.

"Yeah!" Apple Bloom shouted as the crowd cheer.

"And with forty-five seconds to spare!" Scootaloo added.

"Hey, this guy only got sixty eyes!" Sweetie call out, stopping the crowd from cheering and Apple Bloom and Scootaloo to be surprise.

"Lair!" Scootaloo said flying up to her.

"Then count 'em." She challenge.

Scootaloo roll her eyes and indeed counted them.

"One, two, three, four, five…fifty-eight, fifty-nine, sixty…Blossom, she's right!" She shouted use her cover name.

"It that not it then what is?" Apple Bloom asked.

Then a big cart pass them and Sweetie Belle and Scootaloo remember that Twilight added new transport that will help fillies and colts get to school faster. She got the idea from the other world she went to.

"The school bus is big and yellow!" They both said.

"Let's go!" Apple Bloom said as they follow it.

Inside, they could see it was fill with fillies and colts their age.

"There are thirty-two fillies and colts on board; that makes…sixty-four eyes." Apple Bloom said as they flew along side the bus.

"But with the bus driver, it makes sixty…" Scootaloo said as the "driver" turn his head to show he was wearing a eye patch.

"Hi girls!" He said.

"FIVE!" They shouted as the buss come to a stop.

"Congratulations!", Discord said as her appear right next to them, "One down, seven to go. And remember, you must solve these riddles within the time limit."

"What with monster Discord?!" Scootaloo asked, ready to punch his lights out.

"Ah-ah-ah. You've brought joy to the ponies for so many years. Now to their eyes you must bring tears.", Discord said, "You've got two minutes!"

"That too easy!" Scootaloo said and kick the nearest pony near her.

The pony gasp in surprise as tears came out of her eyes.

"One down, ten million to go!" She declare, making the crowd back up.

"I don't know if this is the right way to do this." Apple Bloom said uneasy.

Scootaloo thought about it and nods.

"You're right. It'll take too long." She agree.

"There's got to be another way! Think. Think!" Apple Bloom said, stand over a near by puddle.

Then another cart, smaller one, went over the puddle splashing water on her.

"Blossom! What has to your eyes brought tears?" Sweetie Belle ask using her cover name as well.

Apple Bloom wipes her face and looks at her wet hoof. Then it came come to her.

"That's it! To the closest lake!" She shouted and flew off with the others following her.

"Discord didn't say to make tears come _from_ their eyes, but to _bring_ tears to them!" She clear up as they reach one of the many lake near Ponyville.

Then they use one of their powers that the haven't us since getting them, Heat Vision! Soon the lake was empty and there was dark cloud in the sky. The three flew over it and blew as hard as they can send the cloud over Ponyville. Rainbow watch in surprise as she knew what they where doing. Being a weather pony has it uses you know.

"Now what?" Scootaloo asked.

"I know Pegasus normally does this, but it time for a little static electricity!" Apple Bloom said and rub her hooves together.

Before long, thunder was heard and a downpour was seen.

"HA!" Rainbow shouted.

"What?" Twilight asked her, only for Rainbow to turn and point to her eyes.

 _"Tears."_ Was all she said and the rest caught on quick (though Rarity did whine about her mane being ruin).

The Powerpuff Fillies gave themselves a high hoof as Discord snap his fingers to clear the skies, not happy.

"Well, well. Presidential Fitness Awards all around. Now let's exercise your brain! Train A left Ponyville train station at eleven-forty, at a hundred miles per hour. Train B left Canterlot station ten minutes later, at ninety miles per hour heading towards Train A. Where will they collide?" He asked them.

"Math? I hate math!" Sweetie shouted.

But Apple Bloom was thinking, at the same time as Twilight.

"I've got it!" She shouted.

"You figured it out?" Scootaloo asked happily.

"Nope. We're superheroes. Let's just find the two trains and stop them!" She answer and they fell off.

Twilight keep thinking before she notices a loop hole in the riddle.

"Discord never said how far the _distance_ was between these two stations! He was trying to make them fail!" She said and the others turn to him, only to find him growling that Twilight figure it out.

The Powerpuff Fillies made it to the tracks and saw the two trains and notices they were going to collide with each other. Apple Bloom grab the front of the second and try to stop it with all her might, with Sweetie Belle and Scootaloo doing the same with the first train. Soon smoke cover the tracks and everypony waited to see if the trains were stop. Once it fade the Trains were just inches from each other. The crowd again as Discord got off the first train dress as a engineer.

"Well, girls, you caught these two trains right on time." He said taking out a pocket watch and looking at it.

"Enough games Discord! You're going to get some somepony hurt!" Apple Bloom seeing that it was going a bit too far.

"But I've only just started! In the ear of corn you will find happiness, joy, and the ties that bind. Squirrels store nuts and birds sing songs, but in the Cave of Eternity everyone's wrong. On the limb of a tree there's a monkey who's free, and there he will give you something for me. You've got two minutes, forty-five seconds!" Discord said and gave them their next riddle.

* * *

 _ **2 minutes and 45 seconds later...**_

Everypony just shook their head as Discord lick away on a ice cream cone. The Powerpuff Fillies had to fly half way thought the village and order a ice cream cone from Sugarcube Corner and fly all the way back. In fact they been flying all day and was getting tired.

"I can't believe you got that one right!", He said, licking away, "You got the right flavor and everything!"

He finish it in no time and then turn to show everypony two tie up Cheerilee's and everypony gasp.

"DISCORD!" The Mane Six yell.

However, he ignore them and gave them their next riddle.

"Now here's something I hope you'll really enjoy!" He said.

"Miss Cheerilee!" They shouted, worry for their teacher.

"Yes'm! The real Ms. Cheerilee will tell you the truth; the fake one will tell you a lie. Discover which is the beloved teacher and she'll be saved." Discord said as he show them what they were hanging over.

"Fail and they both will be dropped into this vat of boiling sharks." Discord grin, but that made the Mane Six every anger.

"You may ask them only one question. So make it count! Forty-five seconds, go!" He added.

The Powerpuff Fillies huddle to talk.

"This one's easy! All we have to do is ask which one is the real Ms. Cheerilee." Sweetie said thinking it will be as easy as that.

"Not quite, Bubbles. The one that lies will just tell us she's the real Ms. Cheerilee." Apple Bloom told her, using her cover name.

"Yeah, don't be stupid, Bubbles. I'll just ask which one wants a knuckle sandwich!" Scootaloo said.

"Same problem, Buttercup. We need a question they'll have to answer differently." Apple Bloom told her, using her cover name as well.

"I know, I know! Let's ask what their favorite color is." Sweetie said happily.

"And just where will that get us?" Scootaloo ask her.

"I bet it'd be nice to know." Sweetie said, her smile fade a bit.

"Not so easy, is it? Time's running out. " Discord said looking at the clock.

"Ooh, ooh! I know, I know!" Apple Bloom shouted and flew up to both Miss Cheerilee's.

"Ms. Cheerilee, who will the other Ms. Cheerilee say is the real Ms. Cheerilee?" She asked.

The two Cheerilee's look at each other before given their answer.

"She would say that I was the real Ms. Cheerilee!" The second said.

"And she would say that she was the real Ms. Cheerilee!" The first said.

Both Sweetie Belle and Scootaloo has completely dazed and confused looks on their faces, but Apple Bloom smile.

"It's so apparent! It's obvious that the liar would say that the real Ms. Cheerilee would say that the fake Ms. Cheerilee is the real Ms. Cheerilee. And conversely, the real Ms. Cheerilee would say that the fake Ms. Cheerilee would say she is the real Ms. Cheerilee. So therefore, the real Ms. Cheerilee is none other than…number one!" She explain, then guess.

Everypony look at Discord was was shock to hear all that.

"She right." He said and let both Cheerilee's go with the second disappearing into smoke.

"Right on time." She said seeing the clock run out, "High hoof! Bring on the next riddle, evil dude. I'm smokin'!"

"That sound like something Rainbow would say." Rarity said surprise at the pink pony pride.

"You think you're so smart?" Discord asked, sarcastically and snap his fingers.

Everypony soon found themselves in Ponyville School and the PPF in desk's.

"Then let's see how you score on the SATs!" He added.

Both Sweetie Belle and Scootaloo look at Apple Bloom with some irritation on their faces.

"What?" She asked innocent.

"Considering your educational level, you must collectively score one hundred points." Discord making the test appear in front of them.

"You have one minute. Begin!" He added and they started.

As they work, Fluttershy turn to Twilight and asked, "Twilight? Do you know why Discord is doing this?"

"No, then again anything Discord does make no sense. But the Princess are going to hear about this." She answer.

They watch as Bubbles (Sweetie Belle) was thinking really hard before something came to mind and started to answer the questions faster. They turn to Buttercup (Scootaloo) who was having a hard time answering her test, while Blossom (Apple Bloom) Answer them like she knew them. Buttercup try to peak at Blossom answers, but she saw it and cover them.

"Times up!", Discord said, looking up from a newspaper he had, "Put your number-two pencils down and pass your papers forward."

Discord took the answer sheet and brought them over to a score machine.

"Let's start with Buttercup's results, shall we?" He said and slip the paper in.

After a bit of beeping... her score was in.

"25." Discord said, making Scootaloo frown as Apple Bloom couldn't help, but to giggle.

"Next, Blossom's" He said and slip the paper in.

After a bit of beeping... her score was in.

"10." Discord said.

"WHAT?!" Apple Bloom shouted.

"Discord." Twilight face-hoofing herself.

"And finally…" Discord said hold up the answers that look like a flower.

The Mane Six was shock to see how the answer was made into a picture and wonder what would case a filly to do that. It also remind Rarity of how Sweetie Belle like flowers.

"Bubbles." Discord finish.

"Oh no." Apple Bloom said groaning.

"We're done for." Scootaloo said throwing her hooves in the air.

Discord slip the paper in and after a bit of beeping...her score was in.

"Huh?" Discord said in shock.

"Huh?" Apple Bloom and Scootaloo said in shock as well.

"HUH?" The whole crowd said in shock too.

"HA!" Sweetie smile as they all saw her score.

1075-The Powerpuff Fillies pass.

Discord just stand there, his eyes wide and his arm hanging limp by his sides. The others had dumbfound looks on their faces as Sweetie still smile.

"Well, I'll be darned." He said still shock.

 **"You will not defeat me, you little brats! You will not win this game!"** Discord shouted with rage.

Then with a snap, they found themselves back in Ponyville, only this time a Dragon is attack. Before Discord could give the next riddle, Twilight stood up and shot her magic in the sky un-doing everything that Discord done.

"ENOUGH!" She shouted.

"But I only have on more riddle." Discord whine.

"Discord we are here to thank the Powerpuff Fillies for saving our home, I only let you play your games because they where riddles, but you have done enough. You had a monster appear, almost twice, You put pony life's in danger and most of all, you were trying to make yourself win! That riddle you where about to do, was have the Powerpuff Fillies fight without using their powers! I had it! Princess Celestia and Luna will not be happy about this!" She shouted.

Discord was shock to hear that Twilight knew what his next riddle was, even if it was a guess.

"To tell you the truth, after that SAT, or whatever you call it, we just want to go home." Apple Bloom said

"Yeah, we're tried, hungry..." Sweetie Belle started to say.

"And really need some rest." Scootaloo finish.

"It was fun, but we really need to go." Apple Bloom added as the three floated in the sky.

"Bye everypony, we'll see you the next time there trouble." Sweetie said.

"That is if the Princesses doesn't fix it first." Scootaloo added.

The three flew off and everypony turn to Discord.

"What? I just wanted to have some fun." He said, rising a eyebrow.

The crowd said nothing, but some started to take out pan, pitchfork's, and even some touches. Discord eyes widen as he knew what he just did.

"Ahh, I better go. See ya." Discord said and snap his fingers, but nothing happen.

"Sorry Discord, but you have to be punish. You should have come to us before you started your game. So I took away your powers for the day thanks to a Spell that Celestia taught after we beaten Tierk." Twilight said.

Discord look at the crowd as he gulp in fear.

"Come on Twilight. You wouldn't let your good friends get hurt." He said trying to get her to give him his powers back.

"My friends, Yes." She said making him smile.

"You, No." She finish, making his smile fade.

Discord turn the crowd and look at his wist.

"Oh, look at the time! I better get home and figure out how it make it up to all of you. Bye!" He said and ran off with the crowd chasing after him.

Oh Discord, you asked for it. Oh well, So once again the day is save. Thanks to, the POWERPUFF FILLIES!

* * *

 **Phantom Fan 21:** A few this about this chapter, it base off of HIM Riddle Diddle. I also love that SAT score scene and couldn't help, but to make the CMC act just like the PPG. I also actually wanted to stop after the second monster, but I wanted to get on with it and start working on the next chapter. I will go back to my own ideas until there other episode I want to use. And yes I will end the chapters with same ending. Also Discord will not become a villain again since he still reform.


End file.
